Giovreno Terms of Service

GIOVRENO

TERMS OF SERVICE AND CONDITIONS OF USE

Effective Date: September 2, 2026
Last Updated: September 2, 2026

Giovreno is a product of S & C Premier LLC
Suffolk County, New York

IMPORTANT: THESE TERMS INCLUDE A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS-ACTION WAIVER, AND A JURY-TRIAL WAIVER. PLEASE READ SECTIONS 49-56 CAREFULLY.

Business/legal draft for counsel review before public launch.

These Terms of Service and Conditions of Use ("Terms") constitute a legally binding agreement governing access to and use of Giovreno, including its websites, applications, software, portals, artificial intelligence features, automation tools, integrations, APIs, communications systems, industry-specific modules, and related products and services (collectively, the "Service").

Giovreno is a product of S & C Premier LLC, a New York limited liability company located in Suffolk County, New York. For purposes of these Terms, references to "Giovreno," "we," "us," or "our" mean S & C Premier LLC in connection with its Giovreno product and related services, unless the context expressly provides otherwise.

By creating an account, activating an invited account, purchasing or using a subscription, affirmatively accepting these Terms electronically, accessing the Service, or otherwise using Giovreno after acceptance is required, you agree to be bound by these Terms.

EVERY INDIVIDUAL USER MUST PERSONALLY ACCEPT THE THEN-CURRENT TERMS BEFORE ACCESSING THE SERVICE. ACCEPTANCE BY AN ORGANIZATION DOES NOT REPLACE INDIVIDUAL USER ACCEPTANCE.

If you use Giovreno on behalf of a company, organization, agency, professional practice, supplier, franchise, business unit, or other legal entity, you represent that you have authority to act on behalf of that entity within the scope of your assigned role. If you do not agree to these Terms, you may not access or use Giovreno.

1. ABOUT GIOVRENO

Giovreno is a multi-industry business operations, relationship-management, workflow, automation, and intelligence platform. It is designed to support organizations in different industries rather than being limited to any single vertical.

Depending on the applicable plan, configuration, industry, role, and availability, Giovreno may provide tools for customer relationship management; contacts; leads; opportunities; projects; transactions; reservations and bookings; products and services; documents; communications; email; tasks; workflows; automation; artificial intelligence; financial records; commissions; expenses; personnel; contractors; teams; organizational structures; reporting; analytics; websites; forms; marketing; suppliers and vendors; promotions; customer or client portals; and industry-specific business operations.

Certain functionality may be limited to particular industries, plans, organizations, roles, geographic locations, integrations, beta programs, or regulatory environments.

Unless expressly stated otherwise in a separate written agreement, Giovreno is a technology platform. S & C Premier LLC is not the business, professional, supplier, vendor, agency, advisor, contractor, employer, service provider, merchant, travel supplier, financial institution, accountant, attorney, tax professional, insurer, healthcare provider, or fiduciary whose activities are managed through the Service.

2. ELIGIBILITY

You must be legally capable of entering into a binding agreement to use Giovreno. Unless Giovreno expressly authorizes otherwise, individual users must be at least eighteen (18) years old.

You represent and warrant that the information you provide is truthful and accurate, your use of the Service is lawful, you will comply with these Terms and applicable law, and, if you act for an Organization, you have appropriate authority to do so.

3. REQUIRED INDIVIDUAL ACCEPTANCE OF TERMS

3.1 Individual Acceptance

Each Giovreno user must individually and affirmatively accept the then-current Terms before being granted authenticated access to the Service. This applies to account owners, administrators, managers, employees, independent contractors, advisors, professionals, suppliers, team members, invited users, and any other person receiving a user account.

3.2 Electronic Acceptance

Checking an acceptance box or selecting an “Agree,” “Accept,” “Create Account,” “Activate Account,” or similar control accompanied by clear notice constitutes your electronic signature and assent to these Terms to the extent permitted by law.

3.3 Acceptance Records

Giovreno may maintain records of acceptance for security, audit, compliance, and evidentiary purposes.

3.4 Updated Terms

Giovreno may require affirmative re-acceptance when these Terms are materially updated or when re-acceptance is otherwise appropriate.

4. ORGANIZATIONS AND AUTHORIZED USERS

4.1 Organizations

Giovreno may organize users and data within one or more companies, agencies, professional practices, franchises, suppliers, vendors, branches, subsidiaries, business units, sub-organizations, teams, independent businesses, or other supported structures (each, an “Organization”).

4.2 Organizational Hierarchies

Giovreno may support parent-child, supervisory, ownership, affiliation, or other permitted relationships among Organizations. Authorized users at a higher organizational level may receive access to records, reports, or aggregated information belonging to subordinate or affiliated Organizations when permitted by configuration and applicable rights.

4.3 Organization Responsibility

Organizations are responsible for managing their users and internal permissions.

4.4 Administrators

Organization owners, administrators, managers, or other authorized users may be able to create or remove accounts, modify permissions, configure settings, manage subscriptions, enable integrations, access Organization records, and perform other administrative actions. Users acknowledge that appropriately authorized Organization administrators may access information stored within the Organization workspace.

5. ACCOUNT SECURITY

You are responsible for protecting your credentials, authentication methods, recovery information, and devices used to access Giovreno. You may not knowingly share individual login credentials, permit unauthorized use, impersonate another person, circumvent authentication controls, or obtain access beyond your assigned permissions.

You must promptly notify Giovreno or your Organization administrator if you reasonably believe an account or credential has been compromised. Giovreno may temporarily restrict, challenge, or suspend access where reasonably necessary to protect an account, Organization, Customer Data, users, third parties, or the integrity of the Service.

6. CUSTOMER DATA AND CUSTOMER CONTENT

6.1 Ownership

As between S & C Premier LLC and the applicable customer, customers retain the rights they possess in information, files, records, communications, documents, and other content lawfully submitted to or created within the Service (“Customer Data”). Giovreno does not acquire ownership of Customer Data merely because it is stored or processed through the Service.

6.2 License to Process

You grant S & C Premier LLC and its authorized subprocessors and service providers a limited, non-exclusive right to host, copy, transmit, process, display, organize, analyze, secure, back up, and otherwise handle Customer Data as reasonably necessary to provide, maintain, support, secure, improve, or comply with legal obligations concerning the Service.

6.3 Customer Responsibility

Customers and users are responsible for determining whether Customer Data may lawfully be collected, uploaded, stored, processed, shared, analyzed, communicated, exported, or transmitted to integrations. You represent that you possess all rights, permissions, notices, consents, and lawful bases necessary for the processing you direct through Giovreno.

7. DATA SEGREGATION AND ORGANIZATIONAL OWNERSHIP

Giovreno is designed to logically separate information based on Organizations, users, roles, permissions, and organizational relationships. Access to a record does not itself determine legal ownership of that record.

Where a record belongs to a particular Organization, authorized visibility by a parent, manager, host, franchisor, network, or other higher-level Organization does not automatically transfer ownership of the underlying record. Giovreno may provide roll-up and reporting functions that aggregate authorized information while preserving source or ownership associations.

8. PRIVACY AND DATA PROTECTION

Use of personal information through Giovreno is also subject to the Giovreno Privacy Policy and, where applicable, a Data Processing Addendum or other privacy terms.

Organizations are responsible for providing notices and obtaining permissions required from their customers, clients, personnel, contractors, vendors, or other individuals whose information they place within Giovreno.

S & C Premier LLC will maintain administrative, technical, and organizational safeguards reasonably designed to protect information processed through the Service. No electronic system can guarantee absolute security, and Giovreno does not warrant that unauthorized access, loss, or security incidents can never occur.

9. SENSITIVE AND REGULATED INFORMATION

Users should enter sensitive or regulated information only when reasonably necessary for a legitimate business purpose, permitted by law, and supported by appropriate authorization and safeguards.

Unless Giovreno expressly provides a feature designed and represented for a particular regulated data category, users should not use ordinary notes, messaging fields, or general document storage as repositories for passwords, authentication secrets, payment-card security codes, full financial-account credentials, or similarly high-risk secrets.

Giovreno may impose additional restrictions, safeguards, or contractual requirements for particular categories of regulated data or industries.

10. CUSTOMER RELATIONSHIPS AND THIRD-PARTY TRANSACTIONS

Giovreno provides technology used by independent businesses and organizations. Unless expressly agreed otherwise in writing, S & C Premier LLC is not a party to transactions, engagements, contracts, bookings, purchases, sales, professional services, employment relationships, payments, or other commercial relationships entered into among users, Organizations, their customers, clients, suppliers, vendors, professionals, or other third parties.

Organizations remain responsible for their own products and services, representations, pricing, contracts, refunds, fulfillment, licensing, professional obligations, taxes, regulatory compliance, customer service, and disputes. Use of Giovreno to manage or document a transaction does not make S & C Premier LLC responsible for that transaction.

11. INDUSTRY-SPECIFIC FUNCTIONALITY

Giovreno may provide modules designed for particular industries. Industry-specific functionality may be governed by additional supplemental terms, disclosures, notices, or contractual requirements.

If properly incorporated supplemental terms conflict with these Terms regarding an industry-specific feature, the supplemental terms control only with respect to that feature or subject matter.

12. ARTIFICIAL INTELLIGENCE FEATURES

12.1 AI Features

Giovreno may incorporate artificial intelligence, machine learning, large language models, document intelligence, predictive systems, or similar technology (“AI Features”). AI Features may assist with drafting, summarization, classification, extraction, search, recommendations, workflow suggestions, communications, document processing, automation, analytics, and other functions.

12.2 AI Output May Be Incorrect

AI Features may produce inaccurate, incomplete, outdated, biased, misleading, or otherwise incorrect output. AI output must not automatically be treated as verified fact.

12.3 Human Review

Users are responsible for reviewing and, when material, independently verifying AI-generated output before relying on it, communicating it externally, modifying official records, initiating financial activity, making contractual commitments, providing regulated services, or taking actions that could materially affect another person or organization.

12.4 No Professional Advice

Unless expressly stated in a separately governed service, AI output is not legal, medical, accounting, tax, financial, insurance, investment, regulatory, or other licensed professional advice.

12.5 Third-Party AI Providers

Giovreno may use third-party AI providers or model services. Information sent to those providers will be handled according to applicable privacy documentation, contractual safeguards, configuration, and service terms.

12.6 AI and Customer Data

Giovreno’s practices concerning use of Customer Data in connection with model improvement or training will be described in applicable privacy, data-processing, or AI documentation. Interaction with an AI Feature does not transfer ownership of Customer Data to S & C Premier LLC.

13. AUTOMATION

Giovreno may enable users to create workflows, triggers, scheduled actions, or rules that perform actions automatically. Examples may include creating tasks, updating records, generating or sending communications, creating alerts, changing statuses, processing data, or invoking integrations.

Users are responsible for configuring, testing, supervising, and reviewing automations. Giovreno may impose approval steps, execution limits, human-review requirements, rate limits, safeguards, or other restrictions. S & C Premier LLC does not guarantee that every automation will execute successfully, exactly once, or at a particular time.

14. DOCUMENT PROCESSING AND EXTRACTION

Giovreno may allow documents to be uploaded, generated, parsed, classified, summarized, or analyzed. Automated extraction and document processing may contain errors. The original source document should be independently reviewed whenever accuracy is material.

Users are responsible for ensuring they have authority to upload and process documents and for preserving source documents where required by law, contract, professional obligation, or business policy.

15. COMMUNICATIONS

Giovreno may provide email, messaging, notification, drafting, or other communication tools. Users and Organizations are responsible for communications they initiate or authorize through the Service.

You must comply with applicable requirements concerning commercial communications, marketing, consent, opt-outs, privacy, recordkeeping, text messaging, telephone communications, and electronic mail. Giovreno may impose reasonable sending limits, verification requirements, or restrictions to protect security, deliverability, users, or platform reputation.

16. THIRD-PARTY SERVICES AND INTEGRATIONS

Giovreno may integrate with third-party platforms, applications, APIs, payment processors, email providers, cloud services, accounting systems, data providers, suppliers, vendors, identity providers, or other systems. Third-party services are governed by their own terms and policies.

S & C Premier LLC does not control third-party services and does not guarantee their availability, accuracy, continued compatibility, functionality, security, pricing, policies, or continued existence. Giovreno may add, modify, replace, suspend, or discontinue integrations. An integration becoming unavailable does not, by itself, constitute a breach of these Terms.

17. SUBSCRIPTIONS, PLANS, AND FEES

Some Giovreno functionality requires a paid subscription, license, usage package, add-on, or other paid arrangement. Applicable plan features, usage allowances, pricing, billing frequency, and material limitations will be disclosed at purchase or otherwise agreed in writing.

Except where required by law, expressly promised, or otherwise stated in an applicable order or refund policy, properly charged fees are non-refundable. Applicable taxes may be added.

18. AUTOMATIC RENEWAL AND CONTINUOUS SERVICE

Where a subscription automatically renews or continues until cancelled, Giovreno will present material renewal terms and obtain affirmative consent as required by applicable law. Those disclosures may include the product or service, price, billing frequency, renewal or continuation terms, cancellation deadline or frequency, and available cancellation methods.

By affirmatively enrolling in an automatically renewing or continuous subscription, the subscribing customer authorizes S & C Premier LLC or its payment processor to charge recurring fees using the selected payment method until cancellation or termination.

Where required by law, Giovreno will provide a retainable acknowledgment of enrollment and renewal terms and will provide cancellation mechanisms that comply with applicable law. Cancellation ordinarily stops future renewals rather than immediately ending already-paid access unless otherwise stated or required by law.

19. PRICE CHANGES

S & C Premier LLC may change Giovreno subscription prices. Advance notice and additional consent will be provided when required by applicable law or an applicable written agreement. Continued use of a paid Service after a properly disclosed price change takes effect constitutes acceptance where permitted by law.

20. PAYMENT FAILURE AND DELINQUENCY

If payment fails or an account becomes delinquent, Giovreno may retry payment, notify the account owner, restrict paid functionality, provide a grace period, downgrade the account, suspend access, or terminate paid service, subject to applicable law and contractual commitments.

Customers remain responsible for amounts properly incurred before cancellation, suspension, or termination.

21. TRIALS, BETA, PREVIEW, AND EARLY-ACCESS FEATURES

Giovreno may offer free trials, beta features, previews, pilots, experimental functionality, or early-access services. Such functionality may be incomplete, unstable, changed, or discontinued and may be subject to additional restrictions.

Beta and preview functionality should not be relied upon for critical operations unless Giovreno expressly states otherwise.

22. ACCEPTABLE USE

You may not use Giovreno to engage in unlawful, fraudulent, abusive, deceptive, infringing, or security-threatening conduct. Without limitation, you may not:

Giovreno may investigate suspected violations and take proportionate action, including restricting functionality, preserving relevant records, suspending accounts, or terminating access.

23. INTELLECTUAL PROPERTY

S & C Premier LLC and its licensors retain all rights, title, and interest in and to Giovreno and the Service, including software, source code, object code, architecture, workflows, designs, interfaces, database structures, branding, documentation, algorithms, models, proprietary methods, trademarks, and platform technology, excluding Customer Data and third-party materials.

Subject to these Terms and payment of applicable fees, S & C Premier LLC grants authorized users a limited, revocable, non-exclusive, non-transferable right to use the Service for permitted internal business purposes during the applicable subscription or access period. No ownership rights are transferred.

24. CUSTOMER CONTENT AND INTELLECTUAL-PROPERTY RESPONSIBILITY

Customers retain rights they possess in Customer Content. You represent that uploading, publishing, transmitting, or using Customer Content through Giovreno does not violate another person’s intellectual-property, privacy, publicity, confidentiality, contractual, or other rights.

S & C Premier LLC may remove or restrict access to content where reasonably necessary to comply with law, court order, valid rights complaints, security requirements, or these Terms.

25. FEEDBACK

If you voluntarily submit ideas, suggestions, recommendations, feature requests, or feedback about Giovreno, S & C Premier LLC may use that feedback without restriction or compensation, provided this section does not transfer ownership of Customer Data or confidential business records.

26. SERVICE CHANGES

Giovreno is continuously developed. Features may be added, modified, redesigned, replaced, limited, or discontinued. S & C Premier LLC will attempt to provide reasonable notice when an expected change materially reduces core paid functionality where appropriate and practicable.

Giovreno does not guarantee that the Service will remain identical over time.

27. SERVICE AVAILABILITY AND MAINTENANCE

S & C Premier LLC aims to provide reliable service but does not guarantee uninterrupted or error-free operation. Service may be unavailable because of maintenance, updates, infrastructure failures, internet outages, security events, third-party failures, force majeure events, or circumstances outside reasonable control.

Separate service-level commitments apply only when expressly agreed in writing.

28. SUSPENSION

Giovreno may suspend or restrict access when reasonably necessary because of a security concern, suspected unlawful activity, material violation of these Terms, nonpayment, risk to another user, misuse of infrastructure, legal requirements, or threats to platform integrity.

Where reasonable and lawful, S & C Premier LLC will attempt to provide notice and an opportunity to resolve the issue before permanent termination.

29. CANCELLATION AND TERMINATION BY CUSTOMER

Customers may cancel paid Giovreno services using the cancellation mechanisms made available for their account, subject to applicable order terms and law. Cancellation ordinarily stops future renewal and does not automatically create a refund for a current paid term unless required by law or expressly provided.

Organizations should export information they wish or are required to retain before termination or expiration of the applicable data-retention period.

30. TERMINATION BY S & C PREMIER LLC

S & C Premier LLC may terminate or permanently disable access for material breach of these Terms, fraud, persistent nonpayment, unlawful use, serious security threats, repeated misuse, or other conduct that creates substantial legal, financial, security, or operational risk.

Where appropriate and reasonably practicable, S & C Premier LLC may provide notice and an opportunity to cure before termination. Immediate termination may occur where continued access would create significant risk or where required by law.

31. DATA FOLLOWING TERMINATION

Following cancellation or termination, S & C Premier LLC may retain Customer Data for a limited period according to published retention practices, backup schedules, contractual obligations, or legal requirements. After applicable periods expire, data may be deleted or anonymized.

Customers are responsible for exporting records they are legally or contractually required to retain. S & C Premier LLC may retain limited records where reasonably necessary for security, fraud prevention, dispute resolution, financial accounting, enforcement, compliance, backups, or legal obligations.

32. DATA EXPORT AND PORTABILITY

Giovreno may provide authorized customers with tools to export certain Customer Data. Export functionality may vary by plan, data type, security requirements, technical feasibility, and applicable law. Users may not use export functionality to obtain information they are not authorized to access.

33. BACKUPS AND BUSINESS CONTINUITY

Giovreno may maintain backups and resilience measures as part of ordinary operations. Unless a separate written agreement expressly provides otherwise, the Service is not intended to be the customer’s sole legally required archive or disaster-recovery system.

Customers should maintain independent copies of records where their business, regulatory, contractual, or professional obligations require separate retention.

34. DISCLAIMERS

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” S & C PREMIER LLC DISCLAIMS WARRANTIES NOT EXPRESSLY PROVIDED IN THESE TERMS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

S & C PREMIER LLC DOES NOT WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE; THAT EVERY FEATURE, REPORT, CALCULATION, INTEGRATION, AUTOMATION, OR AI OUTPUT WILL BE ERROR-FREE OR ACCURATE; THAT THIRD-PARTY SERVICES WILL REMAIN AVAILABLE; THAT DATA LOSS CAN NEVER OCCUR; OR THAT THE SERVICE WILL SATISFY EVERY USER’S PARTICULAR BUSINESS, LEGAL, OR REGULATORY REQUIREMENTS.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

35. BUSINESS AND PROFESSIONAL DECISIONS

Users remain responsible for decisions made using Giovreno. Reports, analytics, calculations, AI output, forecasts, recommendations, extracted data, dashboards, and other generated information are tools intended to assist users and do not replace professional judgment, required approvals, source-document review, due diligence, or independent verification.

36. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, S & C PREMIER LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OPPORTUNITY, OR DATA, ARISING FROM OR RELATED TO THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF S & C PREMIER LLC ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS ACTUALLY PAID TO S & C PREMIER LLC FOR THE APPLICABLE GIOVRENO SERVICE BY THE CUSTOMER RESPONSIBLE FOR THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100) IF NO FEES WERE PAID.

These limitations apply only to the extent permitted by applicable law and do not limit liability that cannot legally be limited.

37. INDEMNIFICATION

To the extent permitted by law, each Organization agrees to defend, indemnify, and hold harmless S & C Premier LLC and its members, managers, officers, employees, affiliates, agents, contractors, and licensors from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees arising from or relating to the Organization’s Customer Data; products or services; unlawful conduct; violation of third-party rights; transactions with its customers or counterparties; regulatory violations attributable to the Organization; or material breach of these Terms by the Organization or its Authorized Users.

S & C Premier LLC will provide reasonable notice of a covered claim and reasonable cooperation in the defense. An indemnifying Organization may not settle a claim in a manner that admits wrongdoing by or imposes obligations on S & C Premier LLC without prior written consent.

38. CONFIDENTIALITY

Users may encounter confidential information belonging to their Organization, another authorized Organization, S & C Premier LLC, or third parties. Access through Giovreno does not grant permission to disclose confidential information outside the purpose for which access was authorized.

Organizations remain responsible for establishing appropriate confidentiality obligations among their personnel, contractors, counterparties, and users.

39. COMPLIANCE WITH LAW

Each user and Organization is responsible for laws, regulations, licensing requirements, professional rules, recordkeeping requirements, employment obligations, tax obligations, privacy requirements, accessibility requirements, and industry-specific duties applicable to its business and use of Giovreno.

S & C Premier LLC does not represent that use of Giovreno automatically satisfies any customer’s regulatory or professional obligations.

40. EXPORT CONTROLS AND SANCTIONS

You may not use, export, re-export, transfer, or provide access to Giovreno in violation of applicable trade restrictions, export controls, sanctions, embargoes, or laws governing access to technology and services.

41. ELECTRONIC COMMUNICATIONS AND RECORDS

You consent to receive agreements, notices, disclosures, transactional communications, account messages, and other records electronically where permitted by law. Electronic records and signatures may satisfy writing and signature requirements to the extent permitted by applicable law.

42. NOTICES

Giovreno may provide notices through the Service, account notifications, the email address associated with an account, or another reasonable electronic method.

Formal legal notices to S & C Premier LLC concerning Giovreno should be directed to: S & C Premier LLC, Attn: Giovreno Legal, Suffolk County, New York, using the current legal contact method published within the Service. A specific legal mailing address or email address may be designated within Giovreno or applicable order documentation.

43. ASSIGNMENT

Users and Organizations may not assign these Terms or transfer contractual access to Giovreno without prior written consent from S & C Premier LLC, except where applicable law provides otherwise.

S & C Premier LLC may assign these Terms in connection with a merger, acquisition, corporate reorganization, financing, sale of assets, or transfer of the Giovreno product or related business.

44. FORCE MAJEURE

S & C Premier LLC will not be responsible for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, government action, labor disputes, public-health emergencies, telecommunications failures, utility failures, internet outages, widespread cyber incidents, cloud-provider outages, or failures of third-party providers.

45. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted or modified to the minimum extent necessary, and the remainder of these Terms will continue in effect, subject to the specific severability rules applicable to the arbitration and class-action provisions.

46. WAIVER

Failure by S & C Premier LLC or a user to enforce a provision of these Terms does not waive the right to enforce that provision or another provision later.

47. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE

These Terms, together with incorporated policies, applicable order forms, subscription agreements, Data Processing Addenda, and properly incorporated industry-specific supplemental terms, constitute the applicable agreement concerning use of Giovreno.

If a separately executed written agreement expressly conflicts with these Terms, that agreement controls to the extent of the conflict. Industry-specific supplemental terms control only for the subject matter they expressly address.

48. GOVERNING LAW

These Terms and any dispute arising out of or relating to these Terms, Giovreno, or the Service will be governed by the laws of the State of New York, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement to the extent applicable.

49. MANDATORY INDIVIDUAL ARBITRATION

PLEASE READ SECTIONS 49-56 CAREFULLY. THEY REQUIRE MOST DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

Except for disputes expressly excluded below, you and S & C Premier LLC agree that any dispute, claim, or controversy arising out of or relating to these Terms, Giovreno, the Service, an account or subscription, any Giovreno feature or integration, communications concerning Giovreno, or the relationship between you and S & C Premier LLC relating to Giovreno will be resolved by binding individual arbitration rather than in court.

The arbitration agreement is intended to be interpreted broadly and is governed by the Federal Arbitration Act to the extent applicable.

Arbitration will be administered by the American Arbitration Association (“AAA”). If the dispute qualifies as a consumer dispute under AAA standards, the then-current AAA Consumer Arbitration Rules and Mediation Procedures will apply. Otherwise, the then-current AAA Commercial Arbitration Rules and Mediation Procedures will apply, in each case as modified by these Terms and subject to applicable law.

Unless the parties agree otherwise or applicable AAA rules or law require another arrangement, hearings may be conducted remotely or in Suffolk County, New York. The arbitrator may award any individual remedy or relief available under applicable law, subject to these Terms.

50. CLASS, COLLECTIVE, CONSOLIDATED, AND REPRESENTATIVE ACTION WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND S & C PREMIER LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING.

Unless all affected parties expressly agree or applicable law requires otherwise, the arbitrator may not consolidate the claims of unrelated persons or Organizations and may not preside over a class, collective, consolidated, or representative proceeding.

If a court of competent jurisdiction determines that a particular part of this waiver cannot lawfully be enforced for a specific claim or remedy, that claim or remedy will proceed as required by law, while the remaining enforceable portions of the arbitration agreement and waiver remain in effect.

51. JURY-TRIAL WAIVER

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND S & C PREMIER LLC KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A TRIAL BY JURY FOR DISPUTES SUBJECT TO ARBITRATION. FOR ANY DISPUTE THAT IS PERMITTED TO PROCEED IN COURT, EACH PARTY ALSO WAIVES A JURY TRIAL TO THE EXTENT SUCH WAIVER IS LEGALLY ENFORCEABLE.

52. EXCEPTIONS TO ARBITRATION

The arbitration requirement does not prevent either party from bringing an eligible individual claim in small claims court; seeking temporary or emergency injunctive relief from a court where necessary to prevent imminent and irreparable harm while arbitration is pending; seeking appropriate court relief concerning unauthorized system access, cybersecurity threats, or infringement or misappropriation of intellectual property; or pursuing a claim that applicable law prohibits from mandatory arbitration.

Any court proceeding permitted under this section will, unless applicable law requires otherwise, be brought in a state or federal court having appropriate jurisdiction in Suffolk County, New York, and the parties consent to personal jurisdiction and venue there.

53. PRE-ARBITRATION NOTICE AND INFORMAL RESOLUTION

Before commencing arbitration, the party seeking relief must provide the other party with a written notice describing the claimant’s identity and contact information, the nature and factual basis of the dispute, and the relief requested in sufficient detail to permit meaningful review.

Notice to S & C Premier LLC must be directed to S & C Premier LLC, Attn: Giovreno Legal, Suffolk County, New York, using the then-current legal notice method published within the Service. Notice to a user or Organization may be sent to the account contact information on file.

The parties will make a good-faith effort to resolve the dispute informally for at least thirty (30) days after receipt of a complete notice before arbitration is commenced. Applicable limitation periods will be tolled during this required informal-resolution period to the extent permitted by law.

54. ARBITRATION AUTHORITY, PROCEDURE, AND FEES

Except where applicable law requires a court to decide an issue, the arbitrator will have authority to resolve disputes concerning the interpretation, scope, applicability, enforceability, formation, or termination of this arbitration agreement, including threshold questions of arbitrability.

The arbitrator will apply applicable substantive law and may award relief only to the individual party seeking relief and only to the extent necessary to resolve that party’s individual claim.

AAA filing, administrative, hearing, and arbitrator fees will be allocated under the applicable AAA rules, subject to applicable law and any fee-allocation requirements that cannot be waived. Each party will otherwise bear its own attorneys’ fees and costs unless a statute, rule, contract, or arbitral award provides otherwise.

The arbitrator’s award will be final and binding, subject to the limited review available under applicable law. Judgment on an award may be entered in any court having jurisdiction.

55. ELECTRONIC AGREEMENT TO ARBITRATION

Your affirmative electronic acceptance of these Terms constitutes acceptance of the arbitration agreement, class-action waiver, and jury-trial waiver. Giovreno may retain electronic evidence of acceptance, including the applicable Terms version, timestamp, user and Organization identifiers, authentication information, and reasonable technical audit information.

Because these provisions materially affect legal rights, Giovreno may present the arbitration and class-action waiver conspicuously in the signup, activation, or re-acceptance flow.

56. CHANGES TO ARBITRATION TERMS

S & C Premier LLC will not rely solely on silent continued use to impose a materially expanded arbitration obligation where affirmative acceptance is appropriate. If the arbitration agreement or class-action waiver is materially modified, Giovreno may require users to affirmatively re-accept the updated Terms before continued access.

Changes to these arbitration provisions will apply prospectively to the extent required by applicable law and will not retroactively alter the treatment of a dispute where doing so would be unlawful.

57. CHANGES TO THESE TERMS

S & C Premier LLC may update these Terms to reflect changes in Giovreno, law, security requirements, business practices, integrations, or other legitimate needs. When changes are material, Giovreno may provide notice through the Service, account notifications, email, or another reasonable method and may require affirmative re-acceptance before continued use.

Giovreno may maintain versioned copies of these Terms so that user acceptance can be associated with the precise version in effect.

58. RIGHTS THAT CANNOT BE WAIVED

Nothing in these Terms is intended to waive or limit rights or remedies that cannot lawfully be waived. If a provision conflicts with a mandatory legal requirement applicable to a particular user, that mandatory requirement controls solely to the extent of the conflict.

59. SURVIVAL

Provisions that by their nature should survive cancellation or termination will survive, including provisions concerning accrued payment obligations, Customer Data rights, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, arbitration, governing law, and other accrued rights or obligations.

60. CONTACT AND LEGAL ENTITY

Giovreno is a product of S & C Premier LLC, a New York limited liability company located in Suffolk County, New York.

Questions concerning these Terms may be directed through the current legal or support contact method published within Giovreno. Formal legal notices should identify “Giovreno Legal” and S & C Premier LLC.

61. USER ACKNOWLEDGMENT

BY CREATING OR ACTIVATING A GIOVRENO ACCOUNT AND AFFIRMATIVELY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO READ THESE TERMS, AGREE TO BE BOUND BY THEM, AND AGREE TO THE MANDATORY INDIVIDUAL ARBITRATION, CLASS-ACTION WAIVER, AND JURY-TRIAL WAIVER DESCRIBED ABOVE.

APPENDIX A - REQUIRED SIGNUP ACCEPTANCE PRESENTATION

This appendix describes the intended product implementation and is included to keep the legal agreement aligned with Giovreno’s account-activation architecture. The production interface may use equivalent wording that provides the same or greater level of notice.

Recommended mandatory unchecked checkbox language:

“I agree to the Giovreno Terms of Service, including the mandatory individual arbitration and class-action waiver, and acknowledge the Giovreno Privacy Policy.”

APPENDIX B - COUNSEL REVIEW ITEMS BEFORE PUBLICATION

END OF TERMS